The objective of this work is a comprehensive manuscript which will bring together all of the experimental and theoretical aspects of a new and rapidly developing field of bioelectricity. Membrane noise is a highly active research area in cellular electrophysiology, promising to draw many more scientists' attention and efforts. The work I propose will attempt to review the field and provide the theoretical basis for this new area of investigation, hopefully to the benefit of people entering the field as well as to established workers. The emphasis will be on an introduction and thorough exposition of the subject and its applicability to the solution of problems in transport mechanisms in membranes, pharmacokinetics, intercellular communication and the coordinated action of tissue. The present work will build on a chapter by A.A. Verveen and myself in Vol. 28 of Progress in Biophysics and Molecular Biology, a copy of which is enclosed.